Common use of Guarantees Clause in Contracts

Guarantees. Each Guarantor hereby unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under this Article Thirteen notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301.

Guarantees. (a) Each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably and unconditionally guarantees on a senior unsecured basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuer Issuers under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Issuers or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 10.08. (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 8058.01, 8068.04, 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (f) Except as set forth in Sections 8.01, 8.04 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Except as set forth in Sections 8.01, 8.04 and 10.02, each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Issuers to the Holders and the Trustee. Trustee in respect of the Guaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. Each Guarantor of the Subsidiary Guarantors hereby fully unconditionally and irrevocably guarantees, jointly and severally, as primary obligor and not merely as surety, to each Holder of the Notes and to the Trustee and its successors and assigns (a) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of (and premium, if any) and interest interest, if any, on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, Notes and all other monetary obligations of the Issuer Company under this Indenture and the Securities and Notes (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”)) to the Trustee and to the Holders. Each Guarantor of the Subsidiary Guarantors further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantorit, and that such Guarantor will it shall remain bound under this Article Thirteen X notwithstanding any extension or renewal of any Obligation. Each Guarantor of the Subsidiary Guarantors waives presentation to, demand of, of payment from and protest to the Issuer Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor of the Subsidiary Guarantors waives notice of any default under the Securities Notes or the Obligations. The obligations of each Guarantor of the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person person under this Indenture, the Securities Notes or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; them or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantorthe Company. Each Guarantor of the Subsidiary Guarantors further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the The obligations of each Guarantor of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor each of the Subsidiary Guarantors or would otherwise operate as a discharge of such Guarantor the Subsidiary Guarantors as a matter of law or equity. Each Guarantor of the Subsidiary Guarantors further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or of, premium, if any) , or interest interest, if any, on any Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor of the Subsidiary Guarantors by virtue hereof, upon the failure of the Issuer Company to pay any of the principal of (or premium, if any) or interest on any Obligation Obligations when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor of the Subsidiary Guarantors hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and (iii) all other monetary Obligations ). Each of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor Subsidiary Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five this Indenture for the purposes of such Guarantor’s Note its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such Obligations as provided in Article FiveObligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this SectionGuarantee. Each Guarantor of the Subsidiary Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 130110.1.

Guarantees. Each Guarantor hereby unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under this Article Thirteen notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this SectionSection 1301. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301.

Guarantees. Each Guarantor of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior basis to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer Company under this Indenture and with respect to the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company under this Indenture and with respect to the Securities (all the foregoing foregoing, being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor of Securities further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, Guarantor and that such Guarantor will remain bound under this Article Thirteen 11 notwithstanding any extension or renewal of any Obligationobligation. Each Guarantor of Securities waives presentation to, demand of, payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor of Securities waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person (including any Guarantor) under this Indenture, Indenture with respect to the Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, Indenture with respect to the Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.06, any change in the ownership of such Guarantor. Each Guarantor of Securities further agrees that its Note Securities Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security Security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 8059.01, 806, 1017, 1019, 1202, 1203, 1303 11.02 and 130811.06, the obligations of each Guarantor of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, Indenture with respect to the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor of Securities further agrees that its Note Securities Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder of Securities or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (iA) the unpaid amount of such Guaranteed Obligations, (iiB) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iiiC) all other monetary Guaranteed Obligations of the Issuer Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further Securities agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note Securities Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this SectionSection 11.01. Each Guarantor of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 130111.01.

Guarantees. Each Guarantor hereby (a) Parent and each Subsidiary Guarantor, if any, required to execute and deliver a Guaranty Agreement pursuant to Section 4.05 shall, upon execution and delivery of its Guaranty Agreement, unconditionally guaranteesand irrevocably guarantee, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Supplemental Indenture and the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Supplemental Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor Parent and each Subsidiary Guarantor, if any, further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Parent or such Subsidiary Guarantor, if any, and that Parent and such Guarantor Subsidiary Guarantor, if any, will remain bound under this Article Thirteen VI notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor . (b) Parent and each Subsidiary Guarantor, if any, waives presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor Parent and each Subsidiary Guarantor, if any, waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of Parent and each Guarantor Subsidiary Guarantor, if any, hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Supplemental Indenture, the Securities Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 6.06, any change in the ownership of Parent or such Subsidiary Guarantor. Each Guarantor . (c) Parent and each Subsidiary Guarantor, if any, further agrees that its Note Guarantee Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (d) Except as expressly set forth in Sections 8056.02, 806, 1017, 1019, 1202, 1203, 6.06 and 7.02(b) of this Supplemental Indenture and Sections 1302 and 1303 and 1308of the Base Indenture, the obligations of Parent and each Guarantor Subsidiary Guarantor, if any, hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of Parent and each Guarantor Subsidiary Guarantor, if any, herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of Parent or such Guarantor Subsidiary Guarantor, if any, or would otherwise operate as a discharge of Parent or such Guarantor Subsidiary Guarantor, if any, as a matter of law or equity. Each Guarantor . (e) Parent and each Subsidiary Guarantor, if any, further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, Parent and each Guarantor Subsidiary Guarantor, if any, hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i1) the unpaid amount of such Guaranteed Obligations, (ii2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii3) all other monetary Guaranteed Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor . (g) Parent and each Subsidiary Guarantor, if any, further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five V of the Base Indenture for the purposes of Parent and each such Subsidiary Guarantor’s Note Guarantee ’s, if any, Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebyGuaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in such Article FiveV, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Parent or each such Guarantor Subsidiary Guarantor, if any, for the purposes of this Section. Each Guarantor Section 6.01. (h) Parent and each Subsidiary Guarantor, if any, also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13016.01.

Guarantees. (a) Each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably and unconditionally guarantees on a senior unsecured basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuer Issuers under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Issuers or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 10.08 (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 8058.01, 8068.04, 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (f) Except as set forth in Sections 8.01, 8.04 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Except as set forth in Sections 8.01, 8.04 and 10.02, each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Issuers to the Holders and the Trustee. Trustee in respect of the Guaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, Guarantor and that such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person (including any Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 10.06, any change in the ownership of such a Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 8054.11, 8068.01(b), 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (iA) the unpaid amount of such Guaranteed Obligations, (iiB) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iiiC) all other monetary Guaranteed Obligations of the Issuer Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301Section.

Guarantees. Each Guarantor hereby unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and Collateral Agent and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Securities Note Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities Note Documents (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under this Article Thirteen 12 notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee and Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee and Collateral Agent for the Obligations or of any of them; (e) the failure of any Holder or the Trustee and Collateral Agent to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee and Collateral Agent to any security held for payment of the Obligations. Except as expressly set forth in Sections 8057.05, 8067.06, 10179.14, 101911.02, 120211.03, 1203, 1303 12.03 and 130812.08, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Guarantee of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any terms thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five 5 for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five5, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this SectionSection 12.01. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee and Collateral Agent or any Holder in enforcing any rights under this Section 130112.01. The Issuer shall cause each of its direct or indirect Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under any First Lien Obligations to execute and deliver to the Trustee, within 30 days of such event (which such period will be automatically extended in 30 day increments so long as the Issuer uses commercially reasonable efforts), a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which such Subsidiary will guarantee the Obligations. For the avoidance of doubt, no Excluded Subsidiary shall be required to guarantee the Obligations, become a party to the Collateral Agreement or any other Collateral Document or create Liens on its assets to secure the Obligations. Notwithstanding anything to the contrary contained herein (but subject to the following paragraph), if a person is required to become a Guarantor pursuant to this Indenture, none of the Issuer or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to become a Guarantor (and the requirement to provide such a Guarantee shall be tolled), in each case, to the extent an authorization or consent of such federal or state Governmental Authority is determined by Lumen, Level 3 Parent or the Issuer to be sought in respect of any Material Transaction or any financing relating thereto and has not yet been obtained; provided that (i) such person is not submitting any application or filing or otherwise taking any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to Guarantee any First Lien Obligation, any Second Lien Obligation (other than the Securities) or any Junior Lien Obligations and (ii) at the time such federal or state Governmental Authority has approved such Material Transaction, the application, filing or other action to obtain any such authorization or consent of any federal or state Governmental Authority required in order to cause any person to become a Guarantor shall promptly be made.

Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, jointly as a primary obligor and severallynot merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuer Issuers under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 11 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Issuers or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 11.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) The Guarantee of each Guarantor is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the relevant Guarantor and is made subject to such provisions of this Indenture. (f) Except as expressly set forth in Sections 8058.01(b), 806, 1017, 1019, 1202, 1203, 1303 11.02 and 130811.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (g) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Issuers or otherwise. . (h) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Issuers to the Holders and the Trustee. . (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all ObligationsGuaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 11.01. (j) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130111.01. (k) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, jointly as a primary obligor and severallynot merely as a surety, to each Holder and to the Trustee and its their successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption acceleration or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations of the Issuer Company under this Indenture and the Securities Notes and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes, on the terms set forth in this Indenture by executing this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that such Guarantor will shall remain bound under this Article Thirteen X notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default Default under the Securities Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; . (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (d) Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308Section 10.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing. (e) Subject to Section 10.02 and 10.03 hereof, the obligations of each Guarantor herein agrees that its Guarantee shall not be discharged or impaired or otherwise affected by remain in full force and effect until payment in full of all the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equityGuaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentpayment of, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or any of its Subsidiaries or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Company to the Holders and the Trustee. . (g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five VI for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article FiveVI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (h) Each Guarantor also agrees to pay any and all fees, costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. (i) Each Guarantor shall promptly execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. Each Subject to this Article Fourteen, to the extent provided for in any series of Securities under this Indenture, each Guarantor hereby unconditionally guarantees, jointly and severallyseverally irrevocably and unconditionally Guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of or interest on the Securities and all other monetary obligations of the Issuer Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen Fourteen notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor, except as provided in Section 14.03. Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 80513.02, 806, 1017, 1019, 1202, 1203, 1303 14.02 and 130814.03, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee is a continuing Guarantee and shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (ia) the unpaid principal amount of such Guaranteed Obligations, (iib) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iiic) all other monetary Obligations obligations of the Issuer Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yb) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this SectionSection 14.01. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130114.01. Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. The provisions of this Article Thirteen shall be applicable to the extent that any Note Guarantee is in effect or is required to be in effect in accordance with the terms of this Indenture. Except to the extent otherwise provided in this Indenture, the Securities shall not be guaranteed by any Subsidiaries of the Issuer. Each Guarantor Guarantor, if any, hereby unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under this Article Thirteen notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805803, 806804, 1017, 1019, 1202, 1203, 1303 and 1308, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this SectionSection 1301. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301.

Guarantees. Each Guarantor of the Guarantors hereby fully, unconditionally and irrevocably guarantees, jointly as primary obligor and severallynot merely as surety, to each Holder of the Securities and to the Trustee and its successors and assigns (a) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of (and premium, if any) and interest interest, if any, on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Issuer, including, but not limited to, additional amounts due under Section 1011 and sinking fund payments, under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Obligations”"). Each Guarantor of the Guarantors further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantorit, and that such Guarantor will it shall remain bound under this Article Thirteen Fourteen notwithstanding any extension or renewal of any Obligation. Each Guarantor of the Guarantors waives presentation to, demand of, of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor of the Guarantors waives notice of any default under the Securities or the Obligations. The obligations of each Guarantor of the Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantorthe Issuer. Each Guarantor of the Guarantors further agrees that its Note the Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the The obligations of each Guarantor of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor of the Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor each of the Guarantors or would otherwise operate as a discharge of such Guarantor the Guarantors as a matter of law or equity. Each Guarantor of the Guarantors further agrees that its Note the Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or and premium, if any) or interest interest, if any, on any Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor of the Guarantors by virtue hereof, upon the failure of the Issuer to pay any of the principal of (or premium, if any) or interest on any Obligation Obligations when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor of the Guarantors hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and (iii) all other monetary Obligations ). Each of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five this Indenture for the purposes of such Guarantor’s Note the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such Obligations as provided in Article FiveObligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this SectionGuarantee. Each Guarantor of the Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 13011401.

Guarantees. Each Guarantor hereby (a) Historic TW, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantees, jointly and severallyguarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer Company under this Indenture (including obligations to the Trustee) and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under this Article Thirteen notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; Securities. (b) any extension or renewal Each of any thereof; TBS and HBO, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its successors and assigns (i) the full and punctual payment of all monies due under the Guarantee of Historic TW, and all other monetary obligations of Historic TW under this Indenture (including obligations to the Trustee) and (ii) the full and punctual performance within applicable grace periods of all other obligations of Historic TW under this Indenture and its Guarantee. (c) any rescission, waiver, amendment or modification of any Each of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor Guarantors further agrees that its Note obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company or any other Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (d) Each of the Guarantors further agrees that each Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee merely of collection. (e) Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require that a proceeding first against the Company or any resort other Person. The obligations of the Guarantors shall not be had affected by any Holder failure or policy on the part of the Trustee to exercise any security held for payment of the Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment right or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, Indenture or the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301series.

Guarantees. Each (a) The Company and each Subsidiary Guarantor hereby unconditionally guarantees, jointly and severally, severally irrevocably and unconditionally guarantees to each Holder and to the Trustee and its their respective successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, or interest on in respect of the Notes and all other monetary obligations of the Issuer under this Indenture and the Securities Notes and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, to the fullest extent permitted under applicable law, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each . (b) To the fullest extent permitted by applicable law, each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer of any of the Obligations and also waives Guaranteed Obligations, notice of protest for nonpayment. Each Guarantor waives nonpayment and notice of any default under the Securities Notes or the Guaranteed Obligations. The To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; , (bii) any extension or renewal of any thereof; , (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (eiv) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; Guaranteed Obligations or (fvi) any change in the ownership of such Guarantor. . (c) To the fullest extent permitted by applicable law, each Guarantor hereby waives any right to which it may be entitled (i) to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed, (ii) to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (iii) to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 805Section 8.1(b), 806, 1017, 1019, 1202, 1203, 1303 10.2 and 130810.6, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (f) Subject to Section 10.6, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees agrees, subject to Section 10.6, that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations obligations of the Issuer to the Holders and the Trustee. . (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment or discharge in full in cash of all ObligationsGuaranteed Obligations other than obligations for fees and expenses. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.1. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.1. (j) The obligations and liabilities of any guarantor incorporated in Norway in its capacity as a guarantor (each a “Norwegian Guarantor”) shall not cover any indebtedness or liability which, if they did so extend, would cause an infringement of Section 8-10 and/or Section 8-7 cf. Section 1-3, or any of the other provisions in chapter 8 III, of the Norwegian Private Limited Companies Act 1997 (the “Norwegian Companies Act” regulating unlawful financial assistance and other prohibited loans, guarantees and joint and several liability as well as providing of security, and it is understood and agreed that the liability of any Norwegian Guarantor only applies to the extent permitted by the above-mentioned provisions of the Norwegian Companies Act. Under no circumstances shall the obligations and liabilities of any Norwegian Guarantor cover the debt and/or other liabilities incurred in respect of the purchase of the shares in any of such Norwegian Guarantor’s Holding. (k) For each Guarantor incorporated in Switzerland (a “Swiss Guarantor”): (1) If and to the extent (x) the Guarantee under this Article 10 or any other indemnity by a Swiss Guarantor under this Indenture or the Notes guarantees or indemnifies obligations of its (direct or indirect) parent companies (upstream security) or sister companies (cross-stream security) (the “Upstream or Cross-Stream Guaranteed Obligations”) and (y) using payments under this Indenture or the Notes to discharge the Upstream or Cross-Stream Guaranteed Obligations would constitute a repayment of capital (Einlagerückgewähr/Kapitalrückzahlung), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) under Swiss corporate law, the payments under this Indenture and the Notes shall be limited to the maximum amount of the Swiss Guarantor’s freely disposable shareholder equity at the time of enforcement (the “Maximum Amount”); provided that such limitation is required under the applicable law at that time; provided, further, that such limitation shall not free the Swiss Guarantor from its obligations in excess of the Maximum Amount, but merely postpone the performance date of those obligations until such time or times as performance is again permitted under then applicable law. This Maximum Amount of freely disposable shareholder equity shall be determined in accordance with Swiss law and applicable Swiss accounting principles, and, if and to the extent required by applicable Swiss law, shall be confirmed by the auditors of the Swiss Guarantor on the basis of an interim audited balance sheet as of that time. (2) In respect of Upstream or Cross-Stream Guaranteed Obligations, at the time it is required to make a payment under this Indenture or the Notes, the Swiss Guarantor shall, if and to the extent required by applicable law in force at the relevant time: (i) use its best efforts to ensure that payment can be used to discharge Upstream or Cross-Stream Guaranteed Obligations without deduction of any taxes imposed under the Swiss Federal Act on the Withholding Tax (Bundesgesetz über die Verrechnungssteuer) of October 13, 1965, as amended from time to time (SR 642.21), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time (“Swiss Withholding Tax”) by discharging such tax liability by notification pursuant to applicable law rather than payment of the tax; (ii) if the notification procedure pursuant to sub-clause (i) above does not apply, deduct the Swiss Withholding Tax at such rate (currently 35% at the date of this Indenture) as is in force from time to time from any such payment used to discharge Upstream or Cross-Stream Guaranteed Obligations; or deduct Swiss Withholding Tax at the reduced rate resulting after discharge of part of such tax by notification if the notification procedure pursuant to sub clause (i) above applies for a part of Swiss Withholding Tax only, and pay, without delay, any such taxes deducted to the Swiss Federal Tax Administration; (iii) notify the Trustee that such notification or, as the case may be, deduction has been made, and provide the Trustee with evidence that such notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration; and (iv) in the case of a deduction of Swiss Withholding Tax, use its best efforts to ensure that any Person, which is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment, will, as soon as possible after such deduction, (A) request a refund of the Swiss Withholding Tax under applicable law (including tax treaties), and (B) pay to the Trustee upon receipt any amount so refunded. (3) The Swiss Guarantor shall promptly take and promptly cause to be taken any action, including the following: (i) the passing of any shareholders’ resolutions to approve the payment or other performance under this Article 10, which may be required as a matter of mandatory Swiss law in force at the time of the enforcement of the Guarantees or any other indemnity in order to allow a prompt payment; (ii) preparation of an up-to-date audited balance sheet of the Swiss Guarantor; (iii) confirmation of the auditors of the Swiss Guarantor that the relevant amount represents the Maximum Amount; (iv) conversion of restricted reserves into profits and reserves freely available for distribution as dividends (to the extent permitted by mandatory Swiss law); (v) revaluation of hidden reserves (to the extent permitted by mandatory Swiss law); (vi) to the extent permitted by applicable law, Swiss accounting standards, and this Indenture and the Notes, write-up or realize any of its assets that are shown in the Swiss Guarantor’s balance sheet with a book value that is significantly lower than the market value of the assets, in case of realization, however, only if such assets are not necessary for the Swiss Guarantor’s business (nicht betriebsnotwendig); and (vii) all such other measures necessary or useful to allow the Swiss Guarantor to make payments as agreed hereunder with a minimum of limitations. (l) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. Each Guarantor of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, on an unsecured senior basis to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer Company under this Indenture and with respect to the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company under this Indenture and with respect to the Securities (all the foregoing foregoing, being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor of Securities further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, Guarantor and that such Guarantor will remain bound under this Article Thirteen 11 notwithstanding any extension or renewal of any Obligationobligation. Each Guarantor of Securities waives presentation to, demand of, payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor of Securities waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder of Securities shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person (including any Guarantor) under this Indenture, Indenture with respect to the Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, Indenture with respect to the Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 11.06, any change in the ownership of such Guarantor. Each Guarantor of Securities further agrees that its Note Securities Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security Security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 8059.01, 806, 1017, 1019, 1202, 1203, 1303 11.02 and 130811.06, the obligations of each Guarantor of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, Indenture with respect to the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor of Securities further agrees that its Note Securities Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder of Securities or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (iA) the unpaid amount of such Guaranteed Obligations, (iiB) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iiiC) all other monetary Guaranteed Obligations of the Issuer Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further Securities agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note Securities Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this SectionSection 11.01. Each Guarantor of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 130111.01.

Guarantees. Each Guarantor hereby unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and Collateral Agent and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Securities Note Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities Note Documents (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under this Article Thirteen 12 notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee and Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee and Collateral Agent for the Obligations or of any of them; (e) the failure of any Holder or the Trustee and Collateral Agent to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee and Collateral Agent to any security held for payment of the Obligations. Except as expressly set forth in Sections 8057.05, 8067.06, 10179.14, 101911.02, 120211.03, 1203, 1303 12.03 and 130812.08, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Guarantee of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any terms thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five 5 for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five5, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this SectionSection 12.01. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee and Collateral Agent or any Holder in enforcing any rights under this Section 130112.01. The Issuer shall cause each of its direct or indirect Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under any First Lien Obligations to execute and deliver to the Trustee, within 30 days of such event (which such period will be automatically extended in 30 day increments so long as the Issuer uses commercially reasonable efforts), a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which such Subsidiary will guarantee the Obligations. For the avoidance of doubt, no Excluded Subsidiary shall be required to guarantee the Obligations, become a party to the Collateral Agreement or any other Collateral Document or create Liens on its assets to secure the Obligations. Notwithstanding anything to the contrary contained herein (but subject to the following paragraph), if a person is required to become a Guarantor pursuant to this Indenture, none of the Issuer or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to become a Guarantor (and the requirement to provide such a Guarantee shall be tolled), in each case, to the extent an authorization or consent of such federal or state Governmental Authority is determined by Lumen, Level 3 Parent or the Issuer to be sought in respect of any Material Transaction or any financing relating thereto and has not yet been obtained; provided that (i) such person is not submitting any application or filing or otherwise taking any action to obtain any authorization or consent of any federal or state Governmental Authority required in order to cause such person to Guarantee any First Lien Obligation (other than the Securities) or Junior Lien Obligations and (ii) at the time such federal or state Governmental Authority has approved such Material Transaction, the application, filing or other action to obtain any such authorization or consent of any federal or state Governmental Authority required in order to cause any person to become a Guarantor shall promptly be made.

Guarantees. Each Guarantor hereby unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations Each of the Issuer under this Indenture Guarantors hereby, unconditionally and irrevocably, guarantees to the Securities Administrative Agent, for the ratable benefit of the Secured Parties the prompt and complete payment and performance of the Guaranteed Obligations. (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole Anything herein or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under this Article Thirteen notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest other Loan Document to the Issuer of any of contrary notwithstanding, the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Obligations. The obligations maximum liability of each Guarantor hereunder and under the other Loan Documents in respect of the Guaranteed Obligations shall not in no event exceed the amount which can be affected guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (ac) Each Guarantor agrees that the failure Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantees contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Holder other Secured Party hereunder. (d) Each Guarantor’s guarantees contained in this Section 2 shall remain in full force and effect until all the Guaranteed Obligations (other than contingent indemnification and contingent expense reimbursement obligations and Guaranteed Obligations in respect of Secured Hedge Agreements and Cash Management Obligations) of each Guarantor under the guarantees contained in this Section 2 shall have been satisfied by payment in full, the Commitments have been terminated and either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the Trustee reasonable satisfaction of the Administrative Agent, notwithstanding that from time to assert time during the term of the Credit Agreement any claim or demand or to enforce Loan Party may be free from any right or remedy against of the Issuer Guaranteed Obligations. (e) Except as provided in Section 4.13, no payment made by any of the Guarantors, any other guarantor or any other Person under this Indentureor received or collected by the Administrative Agent or any Secured Party from any of the Guarantors, the Securities any other guarantor or any other agreement or otherwise; (b) any extension or renewal Person by virtue of any thereof; (c) any rescission, waiver, amendment action or modification of any of the terms or provisions of this Indenture, the Securities proceeding or any other agreement; (d) the release set-off or appropriation or application at any time or from time to time in reduction of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805Guaranteed Obligations shall be deemed to modify, 806reduce, 1017, 1019, 1202, 1203, 1303 and 1308, release or otherwise affect the obligations liability of each any Guarantor hereunder shall not be subject to which shall, notwithstanding any reduction, limitation, impairment or termination for such payment (other than any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or payment made by reason of the invalidity, illegality or unenforceability such Guarantor in respect of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged any payment received or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of collected from such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations guaranteed hereby, and (y) in up to the event of any declaration of acceleration maximum liability of such Guarantor hereunder until the Guaranteed Obligations as provided are paid in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301full.

Guarantees. (a) Each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably and unconditionally guarantees on a second priority senior secured basis, as a primary obligor and not merely as a surety, to each Holder and to Holder, the Trustee and its the Collateral Agent and their successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee and the Collateral Agent) and the Securities, whether for payment of principal of, premium, if any, or interest on the Securities and all other monetary obligations of the Issuer under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 12 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder Holder, the Trustee or the Trustee Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any the Collateral Agent on behalf of each Holder or and the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder Holder, the Trustee or the Trustee Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 12.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder Holder, the Trustee or the Trustee Collateral Agent to any security held for payment of the Guaranteed Obligations. . (e) The Guarantee of each Guarantor is, to the extent and in the manner set forth in Article 12, equal in right of payment to all existing and future Pari Passu Indebtedness and senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer and is made subject to such provisions of this Indenture. (f) Except as expressly set forth in Sections 8058.01(b), 806, 1017, 1019, 1202, 1203, 1303 12.02 and 130812.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder Holder, the Trustee or the Trustee Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (g) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder Holder, the Trustee or the Trustee Collateral Agent upon the bankruptcy or reorganization of the Issuer or otherwise. . (h) In furtherance of the foregoing and not in limitation of any other right which any Holder Holder, the Trustee or the Trustee Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer to the Holders and the Trustee. . (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 12.01. (j) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Collateral Agent, the Trustee or any Holder in enforcing any rights under this Section 130112.01. (k) Upon request of the Trustee, each Guarantor shall promptly execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. Each (a) Subject to the provisions of this Article X, each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably, fully and unconditionally guarantees, as guarantor and not as a surety, with each other Guarantor, to each Holder and of the Notes, to the extent lawful, and the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other monetary obligations Obligations of the Issuer under this Indenture and the Securities and Notes (b) including, without limitation, interest accruing after the full and punctual performance within applicable grace periods filing of all other obligations any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer under this Indenture or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities obligations under Section 7.6) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Guarantor further agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantorit, and that such Guarantor will it shall remain bound under this Article Thirteen X notwithstanding any extension or renewal of any Guarantor Obligation. . (b) Each Guarantor waives (to the extent lawful) presentation to, demand of, payment from and protest to the Issuer of any of the Guarantor Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Each Guarantor waives (to the extent lawful) notice of any default under the Securities Notes or the Guarantor Obligations. The . (c) Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. (d) Except as set forth in Section 10.2 and Article VIII, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due the Issuer; (and not a guarantee of collectiong) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, Guarantor Obligations; or by (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.1, Section 10.2 and Article VIII. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or of, premium, if any) , or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the principal of (or premium, if any) or interest on any Obligation Guarantor Obligations when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) and (iii) all other monetary Obligations including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer to the Holders and the Trustee. Each or any Guarantor agrees that it shall whether or not be entitled to any right of subrogation a claim for post-filing or post-petition interest is allowed in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. such proceeding). (g) Each Guarantor further agrees that, as between itsuch Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in Article Five this Indenture for the purposes of such Guarantor’s Note its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such Obligations as provided in Article FiveGuarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purposes of this Section. Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 1301Section. (i) None of the Issuer or the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Guarantee. (j) Each Guarantee of a Guarantor not organized under the laws of the United States, any state or territory thereof or the District of Columbia shall be subject to limitations in accordance with local law in the jurisdiction of organization of the applicable Guarantor, in each case to the extent applicable.

Guarantees. (a) Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyseverally on an unsecured basis, to each Holder holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premiumof, if any) premium on, and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer Company under this Indenture and the Securities in accordance with the terms hereof and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities thereof (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, Subsidiary Guarantor and that such Subsidiary Guarantor will shall remain bound under this Article Thirteen 9 notwithstanding any extension or renewal of any Guaranteed Obligation. Each . (b) To the fullest extent allowed by applicable law, each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each To the fullest extent allowed by applicable law, each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by by: (a1) the failure of any Holder holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d4) the release of any security held by any Holder holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 9.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and (to the extent it may lawfully do so) waives any right to require that any resort be had by any Holder holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except . (c) To the fullest extent allowed by applicable law, except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 9.02 and 13089.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent allowed by applicable law, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each . (d) Except as set forth in Sections 9.02 and 9.06, each Subsidiary Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premiumof, if any) premium on, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. . (e) In furtherance of the foregoing and not in limitation of any other right which any Holder holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders holders or the Trustee an amount equal to the sum of (iA) the unpaid amount of such Guaranteed Obligations, and (iiB) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law). (f) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Subsidiary Guarantor’s Note Guarantee hereinGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. . (g) Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder holder in enforcing any rights under this Section 1301Section.

Guarantees. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severallyseverally on a senior secured basis, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Note Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 8058.01(b), 806, 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (iA) the unpaid amount of such Guaranteed Obligations, (iiB) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iiiC) all other monetary Guaranteed Obligations of the Issuer Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Subsidiary Guarantor’s Note Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this SectionSection 10.01. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01.

Guarantees. (a) Each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably and unconditionally guarantees on an unsecured senior basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full performance and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest or additional interest in respect of the Notes and all other monetary obligations of the Issuer under this Indenture and the Securities Notes and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Notes or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 8058.01, 8069.01, 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (f) Except as expressly set forth in Sections 8.01, 9.01 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Except as expressly set forth in Sections 8.01, 9.01 and 10.02, each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer to the Holders and the Trustee. Trustee in respect of the Guaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. (k) Any Guarantee given by any Parent of the Issuer may be released at any time upon written notice to the Trustee from such Parent of the Issuer.

Guarantees. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations Obligations of the Issuer Company to the Holders and the Trustee under this Indenture and the Securities (including any Additional Securities issued in compliance with this Indenture) and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, or increased pursuant to the issuance of Additional Securities, in each case without notice or further assent from such Guarantor, Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any ObligationGuaranteed Obligation or any such increase. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Note Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment and performance of the Guaranteed Obligations. Except as expressly set forth in Sections 8058.01(a), 8068.01(b), 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (iA) the unpaid amount of such Guaranteed Obligations, (iiB) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iiiC) all other monetary Guaranteed Obligations of the Issuer Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Subsidiary Guarantor’s Note Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301Section.

Guarantees. Each (a) Subject to Section 3.03 hereof, the Guarantor hereby irrevocably and unconditionally guarantees, jointly as a primary obligor and severallynot merely as a surety, to each Holder of the Affected Notes and to the Trustee and its their successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption acceleration or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee) and the Affected Notes, whether for payment of principal of, premium, if any, or interest on the Affected Notes and all other monetary obligations of the Issuer Company under this the Indenture and the Securities Affected Notes and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company whether for fees, expenses, indemnification or otherwise under this the Indenture and the Securities Affected Notes, on the terms set forth in the Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such the Guarantor, and that such the Guarantor will shall remain bound under this Article Thirteen III notwithstanding any extension or renewal of any Guaranteed Obligation. Each . (b) Subject to Section 3.03 hereof, the Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each The Guarantor waives notice of any default Default under the Securities Affected Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; . (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureSubject to Section 3.03 hereof, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (d) Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308Section 3.02 or 3.03 hereof, the obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing. (e) Subject to Sections 3.02 and 3.03 hereof, the obligations Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of each Guarantor herein shall not be discharged or impaired or otherwise affected by all the failure of any Holder or the Trustee Guaranteed Obligations. Subject to assert any claim or demand or to enforce any remedy under this IndentureSection 3.03 hereof, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentpayment of, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or any of its Subsidiaries or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any the Guarantor by virtue hereof, but subject to Section 3.03 hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each the Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Company to the Holders and Trustee. (g) Subject to Section 3.03 hereof, the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five Section 6.02 of the Original Indenture for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article FiveSection 6.02 of the Original Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purposes of this Section. Each Section 3.01. (h) Subject to Section 3.03 hereof, the Guarantor also agrees to pay any and all fees, costs and expenses (including reasonable and documented attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13013.01.

Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, jointly as a primary obligor and severallynot merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuer Company under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 8058.01(b), 806, 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (f) Except as set forth in Sections 8.01 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Except as set forth in Sections 8.01 and 10.02, each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Company to the Holders and the Trustee. Trustee in respect of the Guaranteed Obligations. (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. (k) Any Guarantee given by any direct or indirect parent of the Company may be released and discharged from all obligations under this Article 10 at any time upon written notice to the Trustee from such direct or indirect parent of the Company.

Guarantees. (a) Each Note Guarantor hereby unconditionally guarantees, jointly and severally, severally irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (a1) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, or interest, premium, if any, on, the Notes and all other monetary obligations of the Issuer under this Indenture and the Securities Notes and (b2) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Note Guarantor, and that each such Note Guarantor will shall remain bound under this Article Thirteen 11 notwithstanding any extension or renewal of any Guaranteed Obligation. The Senior Subordinated Subsidiary Guarantee will be substantially in the form of Exhibit B hereto. The other Note Guarantees will be substantially in the form of Exhibit C hereto. (b) Each Note Guarantor waives presentation to, demand of, of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (b2) any extension or renewal of any thereof; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; (d4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Note Guarantor, except as provided in Sections 11.02(b) and (c). (c) Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) The Senior Subordinated Subsidiary Guarantee of the Senior Subordinated Subsidiary Guarantor is, to the extent and in the manner set forth in Article 12 and the Intercreditor Deed, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor and is made subject to such provisions of this Indenture. (f) Except as expressly set forth in Sections 8058.02, 80611.02 and 11.06, 1017, 1019, 1202, 1203, 1303 Article 12 and 1308the Intercreditor Deed, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Note Guarantor or would otherwise operate as a discharge of such any Note Guarantor as a matter of law or equity. (g) Except as expressly set forth in Sections 8.02, 11.02 and 11.06, Article 12 and the Intercreditor Deed, each Note Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. . (h) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor, subject in the case of the Senior Subordinated Subsidiary Guarantor to the terms of Article 12 and the Intercreditor Deed, hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i1) the unpaid principal amount of such Guaranteed Obligations, (ii2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii3) all other monetary Obligations obligations of the Issuer to the Holders and the Trustee. . (i) Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all ObligationsGuaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12 and the Intercreditor Deed. Each Note Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 11.01. (j) Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under Section 11.01. (k) Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Section 1301Indenture.

Guarantees. (a) Each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably and unconditionally guarantees on a senior unsecured basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all Obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any or interest on or in respect of the Securities and all other monetary obligations of the Issuer under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 10.03. (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) The Guarantee of each Guarantor is, to the extent and in the manner set forth in this Article 10, equal in right of payment to all existing and future Pari Passu Indebtedness and senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer and is made subject to such provisions of this Indenture. (f) Except as expressly set forth in Sections 8058.01, 806, 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (g) Each Guarantor agrees that its Guarantee shall be a continuing guarantee and shall remain in full force and effect until payment in full of all the Guaranteed Obligations, subject to the other terms of this Indenture. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. . (h) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer to the Holders and the Trustee. . (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (j) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. (k) [Reserved]. (l) To the fullest extent permitted by applicable law but subject to the limitations set out in Section 10.02 below, each Guarantor waives any defense based on or arising out of any defense of the Issuer or any other Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Issuer or any other Guarantor, other than the payment in full in cash of all the Guaranteed Obligations. Subject to the limitations set out in Section 10.02 below, the Trustee (acting at the direction of the Holders pursuant to Section 6.05) may, in accordance with the terms of this Indenture, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Issuer or any Guarantor or exercise any other right or remedy available to it against the Issuer or any other Guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Issuer or any other Guarantor, as the case may be.

Guarantees. Each Guarantor Restricted Subsidiary of Alderwoods that is a Wholly Owned Subsidiary organized under the laws of any state or commonwealth of the United States (other than the Excluded Subsidiaries) hereby unconditionally guaranteesand irrevocably guarantees (in such capacity, a "SUBSIDIARY GUARANTOR"), jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and of, premium, if any) , and interest on the Securities Seven-Year Notes when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer Alderwoods under this Indenture and the Securities Seven-Year Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Alderwoods under this Indenture and the Securities Seven-Year Notes (all the foregoing being hereinafter collectively called the “Obligations”"OBLIGATIONS"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Thirteen 12 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Issuer Alderwoods of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities Seven-Year Notes or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Alderwoods or any other Person under this Indenture, the Securities Seven-Year Notes or any other agreement or otherwise; , (b) any extension or renewal of any thereof; , (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Seven-Year Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301.,

Guarantees. (a) Each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably and unconditionally guarantees on a unsecured senior basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on the Securities and all other monetary obligations of the Issuer Company under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 11.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 8058.01(b), 806, 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Company to the Holders and the Trustee. . (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. Each (a) Subject to the provisions of this Article X, each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably, fully and unconditionally guarantees, as guarantor and not as a surety, with each other Guarantor, to each Holder and Holder, to the Trustee extent lawful, and its successors and assigns (a) the Trustee, the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, of the principal, premium, if any, and interest on the Notes and all other monetary obligations Obligations of the Issuer under this Indenture and the Securities and Notes (b) including, without limitation, interest accruing after the full and punctual performance within applicable grace periods filing of all other obligations any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer under this Indenture or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities obligations under Section 7.6) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Guarantor further agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantorit, and that such Guarantor will it shall remain bound under this Article Thirteen X notwithstanding any extension or renewal of any Guarantor Obligation. . (b) Each Guarantor waives (to the extent lawful) presentation to, demand of, payment from and protest to the Issuer of any of the Guarantor Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Each Guarantor waives (to the extent lawful) notice of any default under the Securities Notes or the Guarantor Obligations. The . (c) Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. (d) Except as set forth in Section 10.2 and Article VIII, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due the Issuer; (and not a guarantee of collectiong) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, Guarantor Obligations; or by (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.1, Section 10.2 and Article VIII. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or principal, premium, if any) , or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the principal of (or premium, if any) or interest on any Obligation Guarantor Obligations when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) and (iii) all other monetary Obligations including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer to the Holders and the Trustee. Each or any Guarantor agrees that it shall whether or not be entitled to any right of subrogation a claim for post-filing or post-petition interest is allowed in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. such proceeding). (g) Each Guarantor further agrees that, as between itsuch Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in Article Five this Indenture for the purposes of such Guarantor’s Note its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such Obligations as provided in Article FiveGuarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purposes of this Section. Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 1301Section. (i) Neither the Issuer nor the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Guarantee.

Guarantees. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to Holder, the Trustee and the Collateral Agent and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a1) the failure of any Holder or the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person (including any Subsidiary Guarantor) under this Indenture, any of the Securities Note Documents or any other agreement or otherwise; (b2) any extension or renewal of any thereofNote Document; (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Note Documents or any other agreement; (d4) the release of any security held by any Holder Holder, the Trustee or the Trustee Collateral Agent for the Guaranteed Obligations or any of them; (e5) the failure of any Holder Holder, or the Trustee and Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f6) except, as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Note Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 8058.01(b), 806, 1017, 1019, 1202, 1203, 1303 and 130810.02 or 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Holders, the Trustee or the Trustee Collateral Agent, as applicable, an amount equal to the sum of (iA) the unpaid amount of such Guaranteed Obligations, (iiB) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iiiC) all other monetary Guaranteed Obligations of the Issuer Company to the Holders and Holders, the TrusteeTrustee or the Collateral Agent. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders Holders, the Trustee and the TrusteeCollateral Agent, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Subsidiary Guarantor’s Note Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred Incurred by the Trustee Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section 1301Section.

Guarantees. Each (a) Subject to the provisions of this Article X, each Guarantor hereby unconditionally guarantees, jointly and severally, unconditionally and irrevocably guarantees, as guarantor and not as a surety, with each other Guarantor, to each Holder and of the Notes, to the extent lawful, and the Trustee the performance and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture principal of, premium, if any, and interest on the Securities Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.6) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Guarantor further agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantorit, and that such Guarantor will it shall remain bound under this Article Thirteen X notwithstanding any extension or renewal of any Guarantor Obligation. . (b) Each Guarantor waives (to the extent lawful) presentation to, demand of, payment from and protest to the Issuer of any of the Guarantor Obligations and also waives (to the extent lawful) notice of protest for nonpayment. Each Guarantor waives (to the extent lawful) notice of any default under the Securities Notes or the Guarantor Obligations. The . (c) Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations. (d) Except as set forth in Section 10.2 and Article VIII, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person person under this Indenture, the Securities Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due the Issuer; (and not a guarantee of collectiong) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, Guarantor Obligations; or by (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 4.1, Section 10.2 and Article VIII. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or of, premium, if any) , or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the principal of (or premium, if any) or interest on any Obligation Guarantor Obligations when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) and (iii) all other monetary Obligations including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer to the Holders and the Trustee. Each or any Guarantor agrees that it shall whether or not be entitled to any right of subrogation a claim for post-filing or post-petition interest is allowed in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. such proceeding). (g) Each Guarantor further agrees that, as between itsuch Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in Article Five this Indenture for the purposes of such Guarantor’s Note its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such Obligations as provided in Article FiveGuarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purposes of this Section. Guarantee. (h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 1301Section. (i) Neither the Issuer nor the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Guarantee.

Guarantees. (a) Notwithstanding any provision in this Article 10 to the contrary, the provisions of this Article 10 shall be applicable only to, and inure solely to the benefit of, any Series of Securities designated, pursuant to Section 2.02, to be entitled to the benefits of Subsidiary Guarantees of the Subsidiary Guarantors provided for in such Series of Securities. (b) Each Subsidiary Guarantor hereby irrevocably and unconditionally guarantees, jointly as a primary obligor and severallynot merely as a surety, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment and performance of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture Guaranteed Obligations of such Subsidiary Guarantor, jointly with the other Subsidiary Guarantors and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations severally. Each of the Issuer under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor Subsidiary Guarantors further agrees that the its Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such Guarantorit, and that such Guarantor it will remain bound under this Article Thirteen upon its guarantee notwithstanding any extension or renewal of any such Guaranteed Obligation. Each Guarantor of the Subsidiary Guarantors waives presentation presentment to, demand of, of payment from and protest to the Issuer Company or any Subsidiary Guarantor of any of the Obligations its Guaranteed Obligations, and also waives notice of acceptance of its guarantee, notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; nonpayment and all similar formalities. (c) any rescission, waiver, amendment or modification of any Each of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor Subsidiary Guarantors further agrees that its Note Guarantee herein guarantee hereunder constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Trustee or any Holder or the Trustee to any security held for the payment of its Guaranteed Obligations or to any balance of any deposit account or credit on the Obligations. books of the Trustee or any Holder in favor of the Company. (d) Except as expressly set forth in Sections 805for termination of a Subsidiary Guarantor’s obligations hereunder or a release of such Subsidiary Guarantor pursuant to Section 10.06, 806, 1017, 1019, 1202, 1203, 1303 and 1308to the fullest extent permitted by applicable law, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoffor set-off, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations of such Subsidiary Guarantor or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the obligations of each Subsidiary Guarantor herein hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Trustee or any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy under the provisions of this IndentureIndenture or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the Securities terms or provisions of, this Indenture or any other agreement, by including with respect to any waiver or modification of any thereof, by other Subsidiary Guarantor under this Agreement; (iii) any default, failure or delay, willful wilful or otherwise, in the performance of the obligations, Guaranteed Obligations of such Subsidiary Guarantor; or by (iv) any other act or thing or omission or delay to do any other act or thing which that may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equityequity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations of such Guarantor). (e) To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense based on or arising out of any defense of the Company or any other Subsidiary Guarantor or the unenforceability of the Guaranteed Obligations of such Subsidiary Guarantor or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Subsidiary Guarantor, other than the indefeasible payment in full in cash of all the Guaranteed Obligations of such Subsidiary Guarantor. The Trustee may, at its election, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company or any Subsidiary Guarantor or exercise any other right or remedy available to them against the Company or any Subsidiary Guarantor, in each case without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations of such Subsidiary Guarantor have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Company or any other Subsidiary Guarantor, as the case may be. (f) Each Guarantor further of the Subsidiary Guarantors agrees that its Note Guarantee herein guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal any Guaranteed Obligation of (or premium, if any) or interest on any Obligation such Subsidiary Guarantor is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company, any other Subsidiary Guarantor or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301.

Guarantees. Each Guarantor hereby unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) Prior to the full Closing Date, Seller and punctual payment of principal of (Buyer shall cooperate and premiumshall use their respective commercially reasonable efforts to terminate, or, if any) and interest the parties are unable to so terminate, cause Buyer or one of its Affiliates to be substituted in all respects for Seller or the applicable Retained Subsidiary in respect of, all obligations of Seller or any of the Retained Subsidiaries under Seller Guarantees on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Securities and Closing Date. (b) With respect to any Seller Guarantees that remain outstanding after the full Closing Date, (i) Seller and punctual performance within applicable grace periods Buyer shall continue to cooperate and use their respective commercially reasonable efforts to terminate, or, if the parties are unable to so terminate, cause Buyer or one of its Affiliates to be substituted in all other respects for Seller or any Retained Subsidiary in respect of, all obligations under Seller Guarantees, (ii) Buyer shall indemnify and hold harmless Seller Indemnified Parties for any Losses arising from or relating to such Seller Guarantees solely to the extent related to the period after the Closing and (iii) Buyer shall not permit any of the Issuer Transferred FH Companies or any of their Closing Subsidiaries or Affiliates to (A) renew or extend the term of, (B) increase its obligations under, (C) transfer to another third party or (D) amend in any manner, except as contemplated pursuant to clause (i) above or otherwise required by this Agreement, any loan, Contract or other obligation for which Seller or any Retained Subsidiary is or would reasonably be expected to be liable under this Indenture such Seller Guarantee. To the extent that Seller or the Retained Subsidiaries have performance obligations under any Seller Guarantee, Buyer will use commercially reasonable efforts to (x) perform such obligations on behalf of Seller and the Securities Retained Subsidiaries or (y) otherwise take such action as reasonably requested by Seller so as to put Seller and the Retained Subsidiaries in the same position as if Buyer, and not Seller or a Retained Subsidiary, had performed or were performing such obligations. (c) Prior to the Closing Date, Seller and Buyer shall cooperate and Buyer shall use commercially reasonable efforts to replace all letters of credit issued by Seller or the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole Retained Subsidiaries on behalf of or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under this Article Thirteen notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer favor of any of the Obligations and also waives notice Transferred FH Companies, any of protest for nonpayment. Each Guarantor waives notice of any default under the Securities their Closing Subsidiaries or the Obligations. The obligations FH Business (the “Seller LCs”) as promptly as practicable with letters of each Guarantor hereunder shall not be affected by (a) the failure credit from Buyer or one of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any its Affiliates as of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such GuarantorClosing Date. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee With respect to any security held for payment of Seller LCs that remain outstanding after the Obligations. Except as expressly set forth in Sections 805Closing Date, 806, 1017, 1019, 1202, 1203, 1303 Buyer shall (i) indemnify and 1308, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination hold harmless Seller Indemnified Parties for any reasonLosses arising from or relating to such letters of credit, including any claim fees in connection with the issuance and maintenance thereof, in each case solely to the extent related to the period after the Closing, and (ii) without the prior written consent of waiverSeller, release, surrender, alteration or compromiseBuyer and its Subsidiaries shall not, and shall not be subject to permit any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidityTransferred FH Companies or any of their Closing Subsidiaries or Affiliates to, illegality enter into, renew or unenforceability extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Seller or any Retained Subsidiary has issued any letters of credit which remain outstanding. The parties hereto agree that neither Seller nor any of the Guaranteed Obligations Retained Subsidiaries will have any obligation to renew any letters of credit issued on behalf of any Transferred FH Company (or otherwise. Without limiting any Closing Subsidiary thereof) or the generality FH Business after the expiration of the foregoingany such letter of credit. (d) For purposes of this Section 5.8, the obligations of each Guarantor herein with respect to Seller, “commercially reasonable efforts” shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwiserequire Seller to, or to perform cause any of its Subsidiaries to, make or comply with accelerate any payment under any loan, Contract or other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, obligation for which Seller or cause to be paid, in cash, to the Holders any Retained Subsidiary is or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note liable under any Seller Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301Seller LC.

Guarantees. Each (a) Ashland and each other Guarantor hereby unconditionally guaranteesthat guarantees the Notes pursuant to this Indenture, jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its their successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption acceleration or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations of the Issuer Company under this Indenture and the Securities Notes and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes, on the terms set forth in this Indenture by executing this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that such Guarantor will shall remain bound under this Article Thirteen X notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default Default under the Securities Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; . (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (d) Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308Section 10.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing. (e) Subject to Section 10.02 and 10.03 hereof, the obligations of each Guarantor herein agrees that its Guarantee shall not be discharged or impaired or otherwise affected by remain in full force and effect until payment in full of all the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equityGuaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentpayment of, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or any of its Subsidiaries or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Company to the Holders and the Trustee. . (g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five VI for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article FiveVI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (h) Each Guarantor also agrees to pay any and all fees, costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. (i) Each Guarantor shall promptly execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, jointly as a primary obligor and severallynot merely as a surety, to each Holder and to the Trustee and its their successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption acceleration or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on, if any, the Securities and all other monetary obligations of the Issuer under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Securities, on the terms set forth in this Indenture by executing this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen XVI notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; . (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (d) Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308Section 16.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing. (e) Subject to Section 16.02, the obligations of each Guarantor herein agrees that its Guarantee shall not be discharged or impaired or otherwise affected by remain in full force and effect until payment in full of all the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equityGuaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentpayment of, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Holdings or any of its Subsidiaries or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer to the Holders and the Trustee. . (g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five V for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article FiveV, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 16.01. (h) Each Guarantor also agrees to pay any and all fees, costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130116.01. (i) Each Guarantor shall promptly execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. Each (a) Subject to this Article X, each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably and unconditionally guarantees on a senior unsecured basis as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns assigns: (a1) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and all other monetary obligations of the Issuer Issuers under this Indenture and the Securities and Notes; and (b2) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen X notwithstanding any extension or renewal of any Guaranteed Obligation. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Issuers or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Notes or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 10.03. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 8058.01, 80610.02, 1017, 1019, 1202, 1203, 1303 10.03 and 130810.07, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Issuers or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay the principal of (or premium, if any) or interest on any Obligation Guaranteed obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Issuers to the Holders and the Trustee. . (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five VI for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article FiveVI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. (k) Notwithstanding the foregoing, the guarantee by Vanguard Health Financial Company LLC, and any claims thereunder, shall be pari passu with any claim, right or entitlement that the United States Government or Internal Revenue Service may have with respect to the assets of Vanguard Health Financial Company LLC in connection with the closing agreement entered into under Section 7121 of the Code between Vanguard Health Financial Company LLC and the Commissioner of Internal Revenue with respect to the election under Section 953(d) of the Code made (or to be made) by Volunteer Insurance, Ltd.; provided, however, that such pari passu treatment shall apply to no more than an amount of assets of Vanguard Health Financial Company, LLC with an adjusted basis equal to 10% of the gross income (as defined in such closing agreement) of Volunteer Insurance, Ltd.

Guarantees. (a) Each Guarantor Guarantor, if any, hereby jointly and severally, irrevocably and unconditionally guarantees, jointly as a primary obligor and severallynot merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of Accreted Value of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuer Issuers under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Guarantor Guarantor, if any, further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Issuers or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers' or such Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 8058.01(b), 806, 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Issuers or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301.virtue

Guarantees. (a) Each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably and unconditionally guarantees on a secured basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its their successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption acceleration or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on, if any, the Notes and all other monetary obligations of the Issuer Issuers under this Indenture and the Securities Notes and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes, on the terms set forth in this Indenture by executing this Indenture (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; . (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (d) Except as expressly set forth in Sections 8058.01(b), 806, 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing. (e) Subject to Section 10.02 hereof, the obligations of each Guarantor herein agrees that its Guarantee shall not be discharged or impaired or otherwise affected by remain in full force and effect until payment in full of all the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equityGuaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Trustee (or the Trustee its designee) an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Issuers to the Holders and the Trustee. . (g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (h) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. Each Guarantor shall promptly execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, jointly as a primary obligor and severallynot merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuer Company under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 8058.01(b), 806, 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Company to the Holders and the Trustee. . (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. (a) Each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably and unconditionally guarantees on an unsecured senior basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuer Issuers under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 11 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Issuers or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 11.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 8058.01(b), 806, 1017, 1019, 1202, 1203, 1303 11.02 and 130811.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Issuers or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer Issuers to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer Issuers to the Holders and the Trustee. . (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 11.01. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130111.01. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. Each (a) The Company and each Subsidiary Guarantor hereby unconditionally guarantees, jointly and severally, severally irrevocably and unconditionally guarantee to each Holder and to the Trustee Trustees and its their respective successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustees) and the Notes, whether for payment of principal of, or interest on in respect of the Notes and all other monetary obligations of the Issuer under this Indenture and the Securities Notes and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each The Company and each Subsidiary Guarantor further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Company and each such Subsidiary Guarantor, and that the Company and each such Subsidiary Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each . (b) The Company and each Subsidiary Guarantor waives waive presentation to, demand of, of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives waive notice of protest for nonpayment. Each The Company and each Subsidiary Guarantor waives waive notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the Company and each Subsidiary Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee Trustees to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; , (bii) any extension or renewal of any thereof; , (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (eiv) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; Guaranteed Obligations or (fvi) any change in the ownership of the Company or such Subsidiary Guarantor. (c) The Company and each Subsidiary Guarantor hereby waive any right to which they may be entitled to have their respective obligations hereunder divided among the Company or the Subsidiary Guarantors, as applicable, such that the Company’s or such Subsidiary Guarantor’s obligations would be less than the full amount claimed. Each The Company and each Subsidiary Guarantor hereby waive any right to which they may be entitled to have the assets of the Issuer first be used and depleted as payment of the Company’s, the Issuer’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Company or such Subsidiary Guarantor hereunder. The Company and each Subsidiary Guarantor hereby waive any right to which they may be entitled to require that the Issuer be sued prior to an action being initiated against the Company or such Subsidiary Guarantor. (d) The Company and each Subsidiary Guarantor further agrees agree that its Note their Company Guarantee or Subsidiary Guarantee, as applicable, herein constitutes constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives waive any right to require that any resort be had by any Holder or the Trustee Trustees to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 805Section 8.1(b), 806, 1017, 1019, 1202, 1203, 1303 10.2 and 130810.6, the obligations of the Company and each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company and each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee Trustees to assert any claim or demand or to enforce any remedy under this Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such the Company or any Subsidiary Guarantor or would otherwise operate as a discharge of such the Company or any Subsidiary Guarantor as a matter of law or equity. (f) Subject to Section 10.6, the Company and each Subsidiary Guarantor agree that their Company Guarantee or Subsidiary Guarantee, as applicable, shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each The Company and each Subsidiary Guarantor further agrees agree, subject to Section 10.6, that its Note their Company Guarantee or Subsidiary Guarantee, as applicable, herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee Trustees upon the bankruptcy or reorganization of the Issuer or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has Trustees have at law or in equity against the Company or any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Company and each Subsidiary Guarantor hereby promises promise to and willshall, upon receipt of written demand by the TrusteeTrustees, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee Trustees an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations obligations of the Issuer to the Holders and the Trustee. Each Trustees. (h) The Company and each Subsidiary Guarantor agrees agree that it they shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment or discharge in full in cash of all ObligationsGuaranteed Obligations other than obligations for fees and expenses. Each The Company and each Subsidiary Guarantor further agrees agree that, as between it, on the one hand, and the Holders and the TrusteeTrustees, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note the Company Guarantee or any Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Company or such Subsidiary Guarantor for the purposes of this Section. Each Section 10.1. (i) The Company and each Subsidiary Guarantor also agrees agree to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee Trustees or any Holder in enforcing any rights under this Section 130110.1. (j) Upon request of the Trustees, the Company and each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. Each (a) The Company and each Subsidiary Guarantor hereby unconditionally guarantees, jointly and severally, severally irrevocably and unconditionally guarantees to each Holder and to the Trustee and its their respective successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, or interest on in respect of the Notes and all other monetary obligations of the Issuer under this Indenture and the Securities Notes and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, to the fullest extent permitted under applicable law, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each . (b) To the fullest extent permitted by applicable law, each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer of any of the Obligations and also waives Guaranteed Obligations, notice of protest for nonpayment. Each Guarantor waives nonpayment and notice of any default under the Securities Notes or the Guaranteed Obligations. The To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; , (bii) any extension or renewal of any thereof; , (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; , (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (eiv) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; Guaranteed Obligations or (fvi) any change in the ownership of such Guarantor. . (c) To the fullest extent permitted by applicable law, each Guarantor hereby waives any right to which it may be entitled (i) to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed, (ii) to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder and (iii) to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) Except as expressly set forth in Sections 805Section 8.1(b), 806, 1017, 1019, 1202, 1203, 1303 10.2 and 130810.6, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (f) Subject to Section 10.6, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees agrees, subject to Section 10.6, that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations obligations of the Issuer to the Holders and the Trustee. . (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment or discharge in full in cash of all ObligationsGuaranteed Obligations other than obligations for fees and expenses. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.1. (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.1. (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. Each Subsidiary Guarantor hereby fully, unconditionally guaranteesand irrevocably Guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, to each Holder and to of the Trustee and its successors and assigns (a) Securities the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture principal of, premium, if any, and interest (including Additional Interest) on the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company under this Indenture and (including interest accruing after the Securities filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantorit, and that such Guarantor it will remain bound under this Article Thirteen Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set off, counterclaim, reduction or diminution of any kind or nature. To evidence its Subsidiary Guarantee set forth in this Section 11.1, each Subsidiary Guarantor hereby agrees that this Indenture (or a supplemental indenture to this Indenture) shall be executed on behalf of such Subsidiary Guarantor by an Officer of such Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in this Section 11.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Subsidiary Guarantee on the Securities. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Securities, the Subsidiary Guarantee shall be valid nevertheless. Upon execution of a supplemental indenture to this Indenture by any Subsidiary Guarantor in the form of Exhibit C hereto, the Subsidiary Guarantee set forth in this Indenture and such supplemental indenture shall be deemed duly delivered, without any further action by any Person, on behalf of such Subsidiary Guarantor. Following the Issue Date, the delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. Each Subsidiary Guarantor waives diligence, presentation to, demand of, of payment from and protest to the Issuer Company of any of the Obligations Guaranteed Obligations, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives (to the extent permitted by law) notice of any default under the Securities or the Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any action to enforce the same. Except as set forth under Section 11.2, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Securities Securities, the Subsidiary Guarantees or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or Subsidiary Guarantor, (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due the Company; (and not a guarantee of collectiong) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsGuaranteed Obligations, or (h) by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Subsidiary Guarantor or would otherwise operate as a discharge of such the Subsidiary Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301.

Guarantees. (a) Each Guarantor hereby that is a party hereto or that executes and delivers a supplemental indenture pursuant to this Indenture shall, upon execution and delivery of such supplemental indenture, fully, unconditionally guaranteesand irrevocably guarantee, jointly and severally, as primary obligor and not merely as surety, to each Holder of the Notes and to the Trustee and its successors and assigns (a) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of (and premium, if any) and interest interest, if any, on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, Notes and all other monetary obligations of the Issuer under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Note Obligations”)) to the Trustee and the Holders. Each Guarantor further agrees (to the extent permitted by law) that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantorit, and that such Guarantor will it shall remain bound under this Article Thirteen X notwithstanding any extension or renewal of any Note Obligation. . (b) Each Guarantor of the Guarantors waives presentation to, demand of, of payment from and protest to the Issuer of any of the Note Obligations and also waives notice of protest for nonpayment. Each Guarantor of the Guarantors waives notice of any default under the Securities Notes or the Note Obligations. The obligations of each Guarantor of the Guarantors hereunder shall not be affected by (a1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; , (b2) any extension or renewal of any thereof; , (c3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities Notes or any other agreement; , (d4) the release of any security held by any Holder or the Trustee for the Note Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; them or (f5) any change in the ownership of such Guarantor. the Issuer. (c) Each Guarantor of the Guarantors further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Note Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the . (d) The obligations of each Guarantor of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Note Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Note Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor of the Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsNote Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor each of the Guarantors or would otherwise operate as a discharge of such Guarantor the Guarantors as a matter of law or equity. . (e) Each Guarantor of the Guarantors further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or of, premium, if any) , or interest interest, if any, on any Obligation of the Note Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor of the Guarantors by virtue hereof, upon the failure of the Issuer to pay any of the principal of (or premium, if any) or interest on any Obligation Note Obligations when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor of the Guarantors hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, Note Obligations then due and owing and (ii) accrued and unpaid interest on such Note Obligations then due and owing (but only to the extent not prohibited by law). (g) and (iii) all other monetary Obligations Each of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor Guarantors further agrees that, as between ititself, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the Note Obligations guaranteed hereby may be accelerated as provided in Article Five this Indenture for the purposes of such Guarantor’s Note its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Note Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such Obligations as provided in Article FiveNote Obligations, such Note Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Guarantee. (h) Each Guarantor of the Guarantors also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 130110.2.

Guarantees. (a) Each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably and unconditionally guarantees on a second priority senior secured basis, as a primary obligor and not merely as a surety, to each Holder and to Holder, the Trustee and its the Collateral Agent and their successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee and the Collateral Agent) and the Securities, whether for payment of principal of, premium, if any, or interest on the Securities and all other monetary obligations of the Issuer under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 12 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder Holder, the Trustee or the Trustee Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any the Collateral Agent on behalf of each Holder or and the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder Holder, the Trustee or the Trustee Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 12.02(b). (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder Holder, the Trustee or the Trustee Collateral Agent to any security held for payment of the Guaranteed Obligations. . (e) The Guarantee of each Guarantor is, to the extent and in the manner set forth in Article 12, equal in right of payment to all existing and future Pari Passu Indebtedness and senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer and is made subject to such provisions of this Indenture. (f) Except as expressly set forth in Sections 8058.01(b), 806, 1017, 1019, 1202, 1203, 1303 12.02 and 130812.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder Holder, the Trustee or the Trustee Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (g) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder Holder, the Trustee or the Trustee Collateral Agent upon the bankruptcy or reorganization of the Issuer or otherwise. . (h) In furtherance of the foregoing and not in limitation of any other right which any Holder Holder, the Trustee or the Trustee Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer to the Holders and the Trustee. . (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 12.01. (j) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Collateral Agent, the Trustee or any Holder in enforcing any rights under this Section 130112.01. (k) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Guarantees. Each Guarantor hereby unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) CCE and Splitco shall each use their commercially reasonable efforts to cause Splitco or one or more of its Subsidiaries (other than any North American Business Entity) to be substituted in all respects for the full and punctual payment of principal of (and premiumNorth American Business Entities, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwiseas applicable, and for the North American Business Entities, as applicable, to be otherwise removed or released, effective as of the Closing, in respect of all other monetary obligations of the Issuer under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations any of the Issuer North American Business Entities, as applicable, under this Indenture each guarantee, indemnity, surety bond, letter of credit and the Securities letter of comfort (all the foregoing being hereinafter collectively called the each, a “ObligationsGuarantee”), given or obtained by any of the North American Business Entities, as applicable, for the benefit of any of Splitco, the Other CCE Businesses Entities or the Other CCE Businesses, except with respect to the Guarantees set forth in Section 3.6(a) of the CCE Disclosure Letter. Each Guarantor further agrees If CCE and Splitco have been unable to effect any such substitution, removal, release and termination with respect to any such Guarantee following the Closing, CCE and Splitco shall continue to use their commercially reasonable efforts to effect such substitution, removal, release and termination as soon as reasonably practicable after the Closing; provided, that from and after Closing, Splitco shall indemnify against, hold harmless and promptly reimburse the Obligations may be extended North American Business Entities or renewedtheir respective Affiliates for any payments made by the North American Business Entities or their respective Affiliates and for the Losses of the North American Business Entities or their respective Affiliates arising out of, or in performing, in whole or in part, without notice any performance obligation in accordance with the underlying obligation under any such Guarantee (except to the extent the performance obligation under any such Guarantee shall have been triggered solely by an act or further assent from such Guarantorfailure to act of the applicable guarantor (rather than the underlying obligor)). (b) CCE and Splitco shall each use its commercially reasonable efforts to cause one or more of the North American Business Entities to be substituted in all respects for Splitco or any of the Other CCE Businesses Entities, as applicable, and that such Guarantor will remain bound for Splitco or any of the Other CCE Businesses Entities, as applicable, to be otherwise removed or released, effective as of the Closing, in respect of all obligations of Splitco or any of the Other CCE Businesses Entities, as applicable, under this Article Thirteen notwithstanding each Guarantee given or obtained by Splitco or any extension or renewal of any Obligation. Each Guarantor waives presentation tothe Other CCE Businesses Entities, demand ofas applicable, payment from and protest to for the Issuer benefit of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities North American Business Entities or the ObligationsNorth American Business, except with respect to the Guarantees set forth in Section 3.6(b) of the CCE Disclosure Letter. The obligations of each Guarantor hereunder If CCE and Splitco have been unable to effect any such substitution, removal, release and termination with respect to any such Guarantee following the Closing, CCE and Splitco shall not be affected continue to use their commercially reasonable efforts to effect such substitution, removal, release and termination as soon as reasonably practicable after the Closing; provided, that from and after the Closing, CCE shall indemnify against, hold harmless and promptly reimburse Splitco and the Other CCE Businesses Entities for any payments made by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this IndentureSplitco, the Securities Other CCE Businesses Entities or their respective Affiliates and for the Losses of Splitco, the Other CCE Businesses Entities or their respective Affiliates arising out of, or in performing, in whole or in part, any other agreement performance obligation in accordance with the underlying obligation under any such Guarantee (except to the extent the performance obligation under any such Guarantee shall have been triggered solely by an act or otherwise; failure to act of the applicable guarantor (b) any extension or renewal of any thereof; rather than the underlying obligor)). (c) any rescissionBetween the date of this Agreement and the Closing, waiver, amendment or modification CCE and Splitco shall promptly deliver to TCCC a copy of any Guarantees arising after the date of this Agreement or otherwise not included on Section 4.25(a) of the terms CCE Disclosure Letter or provisions of this Indenture, the Securities or any other agreement; (dSection 4.25(b) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstatedCCE Disclosure Letter, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301applicable.

Guarantees. (a) Each Guarantor hereby unconditionally guarantees, jointly and severally, irrevocably and unconditionally guarantees on a senior unsecured basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (ai) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all Obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any or interest on or in respect of the Securities and all other monetary obligations of the Issuer under this Indenture and the Securities and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor will shall remain bound under this Article Thirteen 10 notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) Each Guarantor waives presentation to, demand of, of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (ai) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (bii) any extension or renewal of this Indenture, the Securities or any thereofother agreement; (ciii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (div) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of themGuarantor; (ev) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (fvi) any change in the ownership of such Guarantor, except as provided in Section 10.03. (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor's obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and 100 depleted as payment of the Issuer's or such Guarantor's obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) The Guarantee of each Guarantor is, to the extent and in the manner set forth in this Article 10, equal in right of payment to all existing and future Pari Passu Indebtedness and senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer and is made subject to such provisions of this Indenture. (f) Except as expressly set forth in Sections 8058.01, 806, 1017, 1019, 1202, 1203, 1303 10.02 and 130810.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such any Guarantor or would otherwise operate as a discharge of such any Guarantor as a matter of law or equity. (g) Each Guarantor agrees that its Guarantee shall be a continuing guarantee and shall remain in full force and effect until payment in full of all the Guaranteed Obligations, subject to the other terms of this Indenture. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or premium, if any) or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. . (h) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of (or premium, if any) or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to 101 the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Issuer to the Holders and the Trustee. . (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Guarantor’s Note any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Five6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Section 10.01. (j) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 130110.01. (k) [Reserved]. (l) To the fullest extent permitted by applicable law but subject to the limitations set out in Section 10.02 below, each Guarantor waives any defense based on or arising out of any defense of the Issuer or any other Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Issuer or any other Guarantor, other than the payment in full in cash of all the Guaranteed Obligations. Subject to the limitations set out in Section 10.02 below, the Trustee (acting at the direction of the Holders pursuant to Section 6.05) may, in accordance with the terms of this Indenture, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Issuer or any Guarantor or exercise any other right or remedy available to it against the Issuer or any other Guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Issuer or any other Guarantor, as the case may be.

Guarantees. Each Subsidiary Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of (and of, premium, if any) , and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption acceleration or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Thirteen 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Issuer Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Note Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guarantee is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guarantee and each Subsidiary Guarantee is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8058.2, 806, 1017, 1019, 1202, 1203, 1303 11.2 and 130811.6, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligationsGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Note Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of (or of, premium, if any) , or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer Company to pay the principal of (or of, premium, if any) , or interest on any Obligation when and as the same shall become due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Hold- -95- ers or the Trustee an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Issuer Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all ObligationsGuaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article Five 6 for the purposes of such Subsidiary Guarantor’s Note 's Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five6, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ ' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301Section.

Guarantees. Each Guarantor hereby party hereto unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severallyseverally with each other Guarantor party hereto, to each Holder and to the Trustee and its successors and assigns (a) the full due and punctual payment of the principal of (and premium, if any) and interest on the Securities Revolving Loans and of all other Obligations, when and as due, whether at Stated Maturitymaturity, by acceleration, by redemption notice or prepayment or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”). Each Guarantor party hereto further agrees that the Obligations may be extended or and renewed, in whole or in part, without notice to or further assent from such Guarantorit, and that such Guarantor it will remain bound under this Article Thirteen upon its guarantee notwithstanding any extension or renewal of any ObligationObligations. Each The Obligations of each Guarantor hereunder will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Obligations of such Guarantor hereunder or pursuant to its contribution Obligations hereunder, will result in the Obligations of such Guarantor hereunder not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. The net worth of any Guarantor for the purposes of this Article XVI shall include any claim of such Guarantor against the Borrowers for reimbursement and any claim against any other Guarantor for contribution. To the fullest extent permitted by law, each Guarantor party hereto waives presentation presentment to, demand of, of payment from and protest to the Issuer Borrowers or any other Person of any of the Obligations Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Each Guarantor waives notice of any default under To the Securities or fullest extent permitted by law, the Obligations. The obligations of each a Guarantor party hereto hereunder shall not be affected by (a) the failure of the Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any right or remedy against the Issuer any Borrower or any other Person Guarantor under the provisions of this Indenture, the Securities Agreement or any of the other agreement Loan Documents or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this IndentureAgreement, any of the Securities other Loan Documents, any guarantee or any other agreement; (dc) the release of any security held by the Agent or any Holder or the Trustee Lender for the Obligations or any of them; or (ed) the failure of the Agent or any Holder or the Trustee Lender to exercise any right or remedy against any other guarantor Guarantor of the Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor party hereto further agrees that its Note Guarantee herein guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) , and waives any right to require that any resort be had by the Agent or any Holder or the Trustee Lender to any security (if any) held for payment of the ObligationsObligations or to any balance of any deposit account or credit on the books of the Agent or any Lender in favor of any Borrower or any other Person. Except as expressly set forth in Sections 805, 806, 1017, 1019, 1202, 1203, 1303 and 1308To the fullest extent permitted by law, the obligations of each Guarantor party hereto hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of or setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor herein party hereto hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent or any Holder or the Trustee Lender to assert any claim or demand or to enforce any remedy under this IndentureAgreement or under any other Loan Document, the Securities any guarantee or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of any of the obligationsObligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor party hereto further agrees that its Note Guarantee herein guarantee shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Obligations and the termination of the Revolving Commitments and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal or of (or premium, if any) or interest on any Obligation or of any other Obligation is rescinded or must otherwise be restored returned by the Agent or any Holder or the Trustee Lender upon the bankruptcy or reorganization of the Issuer any Borrower, Guarantor or otherwise. In furtherance Each Guarantor party hereto hereby waives and releases all rights of the foregoing subrogation against each Loan Party and not its property and all rights of indemnification, contribution and reimbursement from each Loan Party and its property, in limitation each case in connection with this guarantee and any payments made hereunder, and regardless of any other right which any Holder or the Trustee has at law or in equity against any Guarantor whether such rights arise by virtue hereofoperation of law, upon the failure of the Issuer pursuant to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption contract or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article Five, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 1301.